Episode 322 -- Checking in on Caremark Cases
Podcast - Deberes fiduciarios de los administradores
PODCAST: Williams Mullen's Benefits Companion - Court Decisions Impacting Plan Sponsors and Fiduciaries
Update and Discussion on Legal and Practical Issues
Law School Toolbox Podcast Episode 319: Listen and Learn -- Negligence: Duties of Landlords, Owners, and Possessors of Land
Bar Exam Toolbox Podcast Episode 149: Listen and Learn -- Negligence: Duties of Landlords, Owners, and Possessors of Land
#WorkforceWednesday: SCOTUS in Review, Biden Acts to Limit Non-Competes, NY HERO Act Model Safety Plans - Employment Law This Week®
Board Diversity Podcast
PODCAST: Williams Mullen's Benefits Companion - Cybersecurity Considerations for Retirement Plan Sponsors
Navigating the New Normal: Risk Management and Legal Considerations for Real Estate Companies
Nota Bene Episode 94: Mapping COVID-19’s Impact on American Bankruptcy and Restructuring with Edward Tillinghast
Podcast: Supreme Court May Resolve Key ERISA Statute of Limitations and Proprietary Fund Litigation Questions
The Insider Trading Cartoon Series, Vol. 13 -- The Barry Switzer Story
Bitter C-Suite: Privacy, Security and Data Protection Issues Facing Corporations, Directors and Officers
Affordability and availability of homeowners insurance in Louisiana was top of mind for lawmakers in the 2024 regular legislative session, and several bills have crossed the finish line, recently signed into law by Gov. Jeff...more
The Delaware Court of Chancery recently held that claims for breach of the fiduciary duty of oversight are not easier to plead against corporate officers than against corporate directors. The decision in Segway Inc. v. Cai...more
Dans l’affaire Bhatnagar v Cresco Labs Inc (l’« affaire Bhatnagar »), la Cour d’appel de l’Ontario (la « CAO ») a statué qu’il ne peut être présumé que des dommages-intérêts seront attribués lorsqu’un défendeur a manqué à son...more
In Bhatnagar v. Cresco Labs Inc. (Bhatnagar), the Court of Appeal for Ontario (Court) held that damages are not presumed where a defendant breaches the duty of honest contractual performance. Rather, according to the Court,...more
You’re an entrepreneur, you form your first company, and suddenly you carry the title of founder, director, officer, and/or employee all at once. When running your business, it may feel like all of your roles blur together....more
In February 2023 ClientEarth issued a derivative action against Shell’s 11 directors. ClientEarth alleged that the directors had breached their duties under the Companies Act 2006 (CA 2006) by failing to adopt and implement...more
Delaware Court of Chancery holds contractual waivers of fiduciary duties are facially valid when they are both narrowly tailored to authorize specific transactions and satisfy the Court’s review for reasonableness. Court...more
Last autumn, the Court of Appeal held that actions taken by majority shareholders of a company, asking directors to resign, were not unfairly prejudicial to the minority shareholders. In doing so, the court made some...more
On April 12, 2023, a Manhattan judge in the lawsuit regarding the sale of golf legend Jack Nicklaus’s intellectual property portfolio narrowed the claims against Nicklaus. In 2007, Nicklaus sold his intellectual property...more
Corporate officers owe the same fiduciary duty of oversight as directors. Just as with directors, officers fulfill their oversight duty by acting in good faith....more
The United Kingdom Supreme Court (the “UKSC”) recently delivered its eagerly anticipated judgment in BTI 2014 LLC v Sequana SA and others [2022 UKSC 25] (“Sequana”). The reasoning in Sequana will be highly persuasive in the...more
The United States District Court for the Northern District of Illinois, applying Illinois law, has held that an insurer’s complaint plausibly alleged that the insured had breached the terms of the policy’s cooperation clause....more
Parties to construction contracts are often surprised to learn that they are bound to implied unwritten contract obligations in addition to the written terms of their contracts. Courts in the United States began to...more
Investors filed a derivative suit claiming that the company knew about, and failed to mitigate known, existing cybersecurity risks and shortfalls prior to the security breach. In early November, pension funds and...more
When a California probate court establishes a conservatorship, the conservator is charged with managing the conservatee’s person and/or estate in the conservatee’s best interests. The large majority of professional...more
A primary insurer has a duty of good faith to an excess insurer to attempt to negotiate a settlement with a third-party claimant within the primary insurer’s limits. However, determining whether that duty of good faith was...more
In 2020, the Supreme Court of Canada (SCC) heard arguments in Wastech Services Ltd. v. Greater Toronto Sewage and Drainage District, 2021 SCC 7 (Wastech) and C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (Callow), both of which...more
Dans l’arrêt qu’elle a rendu dans l’affaire Wastech Services Ltd. c. Greater Vancouver Sewerage and Drainage (l’« affaire Wastech »), la Cour suprême du Canada (la « Cour suprême ») a reconnu l’obligation générale d’exercer...more
In Wastech Services Ltd. v. Greater Vancouver Sewerage and Drainage (Wastech), the Supreme Court of Canada (SCC) recognized a general duty to exercise contractual discretion in good faith. This bulletin summarizes the SCC’s...more
A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other...more
California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more
LLC managers (or members vested with decision-making authority) are sometimes lulled into a false sense of security by “sole discretion” provisions in their LLC’s operating agreement. That can be a costly mistake....more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
On October 1, 2019, in In re Clovis Oncology, Inc. Derivative Litigation, a Delaware Chancery Court denied a motion to dismiss the plaintiffs’ claims under the Caremark decision against individual directors for failing to...more
A director’s duty to make a good faith effort to oversee the operations and management of a Delaware company is well-established. In a recent case, Marchand v. Barnhill, the Delaware Supreme Court provided guidance to boards...more